Exhibit 99.3
2005 - 2007 PERFORMANCE SHARE AGREEMENT
AS
AMENDED AND RESTATED AS OF JANUARY 16, 2007
This
2005/2007
Performance Share Agreement
("Agreement") is
amended and restated
as of January 16,
2007, by and between AMR Corporation, a Delaware corporation
(the "Corporation"),
and an officer or key employee of one
of the Corporation's Subsidiaries (the
"Employee" or
the
"Recipient") as
identified in the
notification
sent the
Employee described below (the "Notification").
WHEREAS, pursuant
to the 2005/2007
Performance Share
Plan for Officers and Key Employees, as amended and restated
as of January 16, 2007 (the "Plan") and
as adopted by the
Board of Directors of the Corporation (the
"Board"), the
Compensation Committee
of the Board (the
"Committee") has
determined to make an
award (the "Award", as set forth in
the Notification) to
the Employee (subject to the terms of
the Plan and this Agreement), as an inducement
for the
Employee to
remain an employee of
one of the Corporation's
Subsidiaries during
the time frame
of 2005-2007 and to
retain and motivate such Employee during such employment.
This
Agreement sets forth the terms and conditions
attendant to the Award under the Plan.
1.
Grant of Award. Subject to the terms and
conditions of
this Agreement, the Recipient is hereby
granted an
Award as of the grant date set
forth in the
Notification.
The Award shall vest, if at all, in
accordance with
Section 2 of this Agreement. On the date
the Award vests (if at all), the Recipient
will receive a
combination of cash and the Corporation's Common Stock.
The
Committee will
determine the amount
of the Award to be
distributed in
cash, if any (the "Cash Award") and the
amount of the Award to be settled in shares of the
Corporation's Common Stock (the "Stock Distribution"). The
Cash Award will be
distributed on April 30, 2008 (such Cash
Award will be made
pursuant to the Annual Incentive Plan).
The Stock Distribution will occur on or about April 17, 2008
(such Stock
Distribution will be made from and pursuant to
the AMR Corporation 1998 Long Term Incentive Plan, as
amended (the "LTIP")).
The sum of the Cash
Award and the
Stock Distribution
will equal the product of (a) the Fair
Market Value of the Common Stock on April 16, 2008, and
(b)
the number of shares of Common Stock comprising the Award.
2.
Vesting.
(a)
The Award will vest,
if at all, in accordance with
Schedule A, attached hereto and made part of this Agreement.
(b)
In the event
Employee's employment with one of the
Corporation's Subsidiaries is terminated prior to the end of
the three year measurement period set forth
in Schedule A
(the "Measurement
Period") due to
the Employee's death,
"Disability" (as
defined in section
409A(a)(2)(C) of
the
Internal Revenue
Code of 1986, as
amended (the
"Code")),
Retirement (subject to the second paragraph of Section 4) or
termination not for Cause (each an "Early Termination"), the
Award will vest, if at all, on a pro-rata basis and will
be
distributed to
the Employee (or, in the event of the
Employee's death, the Employee's designated beneficiary
for
purposes of
the Award, or in the
absence of an
effective
beneficiary designation, the Employee's estate). The pro-
rata basis will be a percentage where the denominator is
36
and the numerator is the number of months
from January 1,
2005 through
the month of Early Termination, inclusive.
This pro-rata Award
will be distributed to the Employee at
the same time as Cash Awards and Stock
Distributions are
made to then current employees who have
Awards under
the
Plan, subject to Section 2(f) of this Agreement.
(c)
In the event the
Employee's employment with one of
the Corporation's
Subsidiaries is terminated for Cause, or
if the Employee terminates his/her employment
with such
Subsidiary, each
occurring prior to
April 16, 2008, the
Award shall be forfeited in its entirety.
(d)
If prior to April 16,
2008 the Employee becomes an
employee of a
Subsidiary that is not wholly owned, directly
or indirectly, by the Corporation, or if the Employee begins
a leave of absence without reinstatement
rights, then
in
each case the Award shall be forfeited in its entirety.
(e)
In the event of a
Change in Control of the Corporation
prior to the
distribution of the Award, the Award will be
paid within
60 days of the date of
the Change in
Control.
In such event, the vesting date shall be
the date of
the
Change in Control.
The term "Change in
Control" is defined
for purposes of this Agreement in Section 7.
(f)
Notwithstanding the
provisions of Section 2(b), if the
Employee is a person subject to section 409A(a)(2)(B)(i)
of
the Code,
any payment on account of Retirement or
termination not for Cause of the Employee shall be delayed
until the sixth month
anniversary of the date of separation
from employment
due to Retirement or
termination not
for
Cause.
3.
Transfer Restrictions.
This
Award is non-
transferable otherwise
than by will
or by the laws of
descent and distribution, and may not otherwise be assigned,
pledged or
hypothecated
and shall not be subject to
execution, attachment or similar process. Upon any attempt
by the Employee (or the Employee's
successor in
interest
after the Employee's
death) to effect any such disposition,
or upon the
commencement of any such process, the Award may
immediately become null and void, at the discretion of the
Committee.
4.
Miscellaneous.
This Agreement (a)
shall be binding
upon and inure to the benefit of any successor of the
Corporation, (b) shall be governed by the laws of the State
of Texas and any
applicable laws of the United States, and
(c) may not be amended
without the written consent of both
the Corporation
and the Employee. Notwithstanding the
foregoing, this Agreement may be amended from time to time
without the
written consent of the Employee
pursuant to
Section 8 below and as permitted by the Plan (or its
successor). No
contract or right of
employment shall
be
implied by this Agreement.
In
the event the Employee's employment is terminated by
reason of Early or Normal Retirement and the Employee
subsequently is employed by a competitor of the Corporation
prior to complete payment of the Award, the Corporation
reserves the right, upon notice to the Employee, to declare
the Award forfeited and of no further validity.
In
consideration
of the Employee's privilege to
participate in
the Plan, the Employee
agrees (i)
not to
disclose any trade secrets of, or other
confidential/restricted information of, American Airlines,
Inc. ("American")
or its Affiliates
to any unauthorized
party and (ii) not to make any unauthorized
use of such
trade secrets
or confidential or restricted information
during his or her employment with American or its Affiliates
or after such employment is terminated, and
(iii) not to
solicit any then current employees of American or any other
Subsidiaries of the Corporation to join the Employee at
his
or her new place of employment after his
or her employment
with American or its
Affiliates is terminated. The failure
by the Employee to
abide by the
